Business, Corporate Law and Commercial Transactions

We are living in unusual times, with segments of our population totally polarized from one another, unwilling to listen, demanding to be heard. It’s hard to know how to help our children navigate these times when we don’t always know how ourselves. We try to practice and teach compassion, and above all else, be kind. Be kind, be kind, be kind.

In reflecting on the past year, it strikes us that we all could benefit from more doing more acts of kindness for others. Kindness will help break down barriers, build understanding. Kindness feels good. It is good.

There is an enormous difference between doing favors and giving to others. A favor is a checkmark waiting for repayment. A favor granted is a favor expected to be repaid. A gift, on the other hand, is given with no expectation of reciprocity. A favor ultimately benefits you, and a gift benefits the recipient – that is the essence of the gift. To give to or do for someone with no power to pay you back and no expectation that they should try is the true gift.

What if we all decided, in 2018 and beyond, to be givers and not granters of favors? What if we saw individual need in our neighborhoods and rose to meet those needs simply because the need is there and we are able to do so? We find ourselves talking to our children about wants versus needs and trying to impress the difference upon them. They want all sorts of things but their needs are more than covered; they are out of touch with the reality of many children in our community whose needs are not met. Foster children moved in the night from one home to another, their belongings in trash bags. Children walking to school in the winter on slushy streets, wearing the hand me down sneakers with the hole in the toe. Seniors who rely on Meals on Wheels for a warm meal, perhaps the only one they will have that day. Neighbors who struggle to keep a roof over their heads, and keep their thermostats low to save fuel. Here we are, with more than enough. Do we look the other way and pretend not to see, worrying only about ourselves? Or do we dig in, reach out, offer a hand in friendship and kindness simply because we can? Imagine what our world would look like if we made that second choice.

Ms. Granzow holds a JD from the Syracuse University College of Law. Her practice is concentrated in the areas of business and corporate law, real estate, economic development, and government relations, with an emphasis on grants and public funding.

With credit to the movie Mean Girls for my blog post title today, I am setting aside humor for the moment. Let’s talk some real talk here. October is Breast Cancer Awareness Month. It’s not about wearing pink (but feel free – I love it, too). Some facts for you:

In the United States, 1 in 8 women, and 1 in 1,000 men will be diagnosed with breast cancer in their lifetime.

After skin cancer, it is the most common cancer diagnosis for women, accounting for an expected 30% of all new cancer diagnoses in women this year.

There will be over 300,000 women who will get that life-changing call from their doctor this year.

In 2017, there were well over 3 million US women who either currently have, or previously had, breast cancer.

Less than 15% of those diagnosed have a family member who had breast cancer (with the risk almost double for those whose mother, daughter or sister are diagnosed) but an overwhelming 85% of those diagnosed have no family history of breast cancer.

Proper routine screening is instrumental in early detection of breast cancer. It is still true that in many cases that by the time it is able to be imaged, the cancerous cells have already been in the body for years. Standards in the United States recently changed, moving the year for baseline mammography for women with no family history of breast cancer to 45 from the former standard of 40. There is currently available 3D imaging, called tomosynthesis, that is a remarkable improvement over traditional 2D imaging. If you’d like to see a kind of mind-blowing example of that improvement, and learn a little more about the battle to require insurers to cover this advanced imaging, click here.

Those with heightened risk factors should seek the guidance of a trusted physician specializing in breast health, to determine when and how frequently to screen using either mammography, ultrasound, MRI or some combination of the three.

Regular self-examination is also recommended. For more information about proper technique, click here. There can also be external, visible changes to breast tissue that are indicators of possible breast cancer. This infographic from Know Your Lemons is excellent.

As much as I love the color pink, all the so-called “pinkwashing” – pink colored items to bring awareness to breast cancer research – doesn’t actually amount to dollars for research or the support of warriors fighting the battle. If you would like to help make a difference in the fight against breast cancer, we like these local organizations:

Ms. Granzow holds a JD from the Syracuse University College of Law. Her practice is concentrated in the areas of business and corporate law, real estate, economic development, and government relations, with an emphasis on grants and public funding.

Our lives are incredibly busy today trying to juggle work, family and household chores. The clock seemed to tick at a much slower pace years ago. There was more time with family and the chores always got done. We live in a much faster-paced world today, the clock doesn’t stand still and every minute flies by.

It’s 6 a.m. as the alarm goes off, you hit the snooze button three times before sliding out of bed. The race is on! Time to hurry up and get ready for work. Gotta go, gotta go!! Jump in the car and start your commute. Work’s now over and it’s time to run the kids to dance class and football practice. Dinner? Have to squeeze in dinner. What’s the healthiest option at the nearest fast food drive thru? Sorry Grandma, can’t make it over tonight!

Often we tend to drive the way we live our lives, at a very fast pace. The posted speed limit is 65 mph but we are driving 80 mph or more to get to our destination. Stop sign? What stop sign? Make sure to ignore that text as your cell phone is going off next to you. Sometimes the rules of the road don’t always fit into our life style but they are there to keep us and others safe. Take a moment to slow down, make a complete stop at the stop sign and use the hands free if the call is that urgent. We’re always in a rush to get to the next thing on our already overloaded schedules. Just keep in mind when you’re out on the road that you’re not the only one out there, and be careful so that all of us can stay safe. Gotta go!

It is often said that Delaware is one of the best states in the nation for business incorporation. This thought process stems from several factors including tax benefits, flexibility of law, and longevity and consistency in legislation and court decisions. However, small businesses doing business primarily in New York are unlikely to realize these benefits, and, thus, are more likely to benefit from incorporating in New York.

Large corporations see three primary benefits from incorporating in Delaware. First, there are several cost saving benefits. For example, corporations incorporated in Delaware, but not transacting business in the state, are not subject to corporate income taxes, and shares of stock owned by those who reside outside of Delaware are not subject to Delaware taxes. Further, the cost of incorporation is one of the lowest in the country. Second, corporations benefit from Delaware’s corporation laws. Delaware law allows one person to hold all of the offices of a corporation; does not require shareholders, directors, or officers to reside in Delaware; and provides great flexibility in establishing the maximum number of authorized shares of stock. Finally, corporations benefit from Delaware’s unique court system. Corporate legal matters are handled exclusively by the Delaware Court of Chancery. The long standing Court system provides quick resolution of conflict, specialized rules regarding the award of attorney’s fees (which encourage expedient settlement of conflicts), and over one hundred years of common law dedicated to interpreting commercial litigation issues.

However, “closely held” (i.e. small business) corporations doing business primarily in New York are often better off skipping the middle man and incorporating directly in New York. To begin, New York requires that businesses organized in other states doing business primarily in New York register as “foreign corporations.” This registration process costs nearly as much as incorporating in New York, and the business must still pay to incorporate in Delaware. While the corporation may not be required to pay Delaware taxes, as a corporation doing business primarily in New York it will still be subject to a variety of New York taxes. And, if the business is a private rather than public corporation it will not realize any of the stock benefits available to Delaware corporations. Finally, by incorporating in Delaware a business subjects itself to a lawsuit in the state of Delaware. For a small business the costs of traveling out of state to litigate a dispute could be extensive. Additionally, in 1993 the New York Supreme Court developed a Commercial Division which is exclusively responsible for commercial litigation matters. While the New York Commercial Division cannot boast the longevity of the Delaware Court of Chancery, New York is well on its way to streamlining the way it handles complex commercial litigation.

While there are many benefits for large corporations to incorporate in Delaware, for small businesses doing business primarily in New York it is probably best to stick close to home when incorporating. That being said, each business’s needs are unique. If you are considering incorporating your New York based business contact Jennifer Granzow, at Wladis Law Firm to discuss which state may be best for your incorporation needs.

Ms. Granzow holds a JD from the Syracuse University College of Law. Her practice is concentrated in the areas of business and corporate law, real estate, economic development, and government relations, with an emphasis on grants and public funding.

In the past months, damaging ransomware attacks have swept across the globe and infected tens of thousands of computers. The hackers transmitted the ransomware via a phishing e-mail, and then, once the user clicked the bait, the hackers used methods thought to have been developed by the United States National Security Agency, and locked businesses out of their systems. The ransomware impacted businesses both large and small, notably including multiple hospitals in Great Britain, forcing them to turn patients away, FedEx, the Russian Interior Ministry and a large Spanish telecommunications company. In the United States, law firms also have been targeted.

In the wake of the attack, affected businesses must focus on damage control and clean-up. Unaffected businesses also need to react and take steps to protect themselves from becoming a victim of not only the next round of large-scale attacks but smaller attacks and phishing efforts that are on-going all the time. Accordingly, here are five things that all businesses can and should do.

Install All Patches and Upgrades to Systems When Issued. In the case of the most recent global ransomware attack, Microsoft had released a patch weeks before the attack hit. Installing the patch would have protected systems by not permitting the ransomware to take hold.

Back-Up All Vital Data on a Continuous Basis. This is of particular importance in ransomware attacks. Ransomware encrypts a victim’s data and will only provide a key for access upon the payment of ransom. The payment of a ransom, however, may be unnecessary when up-to-date backups are available.

Employee Training. Employees should be trained on a regular basis on how to identify phishing e-mails and how to avoid cyber-attacks.

Purchase and/or Examine Cyber Security Insurance Policy for Compliance. If your business currently has a cyber security insurance policy, ensure that the policy adequately covers your needs and ensure that your business meets the security requirements attested to in such policy. Not meeting the insurer’s security requirements may make your insurance worthless. If you do not have insurance, consider whether you should secure insurance.

Perform a Risk Assessment and Develop a Response Plan. Assessing current systems will help to identify vulnerabilities that can be addressed proactively. For health care providers, HIPAA requires that covered entities perform a “risk analysis” to identify risks and security vulnerabilities and implement security measures that are sufficient to reduce such risks and vulnerabilities. Lack of up-to-date risk analysis and security failures have led to fines in the hundreds of thousand dollars. Actual breaches have resulted in multi-million dollar fines and of course, all the costs required to be incurred to correct or address the breach. Further, the assessment or analysis will assist with the development and implementation of a Security Incident Response Plan that is designed to ensure expedient and appropriate responses to cyber-attacks and to mitigate damage whenever possible.

Kevin C. Murphy is a member of the Wladis Law Firm, P.C., located in Syracuse, New York. Should you be confronted with data security or data breach issues, please feel free to contact Attorney Murphy or Attorney Timothy Lambrecht of the Wladis Law Firm to determine if we can be of assistance to you.

Kevin C. Murphy concentrates his practice in the areas of environmental compliance and litigation; environmental and white-collar criminal defense, and complex litigation matters. Mr. Murphy is a graduate of the University of Virginia School of Law and a former senior trial attorney with both the Kings County (NY) District Attorney’s office and the U.S. Department of Justice Environmental Crimes Section in Washington, D.C. He previously taught a seminar on environmental criminal enforcement at the Syracuse University School of Law and has been listed in The Best Lawyers in America.

“If you wish to be a lawyer, attach no consequence to the place you are in, or the person you are with; but get books, sit down anywhere, and go to reading for yourself. That will make a lawyer of you quicker than any other way.” ~Abraham Lincoln, Letter to William H. Grigsby, August 3, 1958

As May turns to June law students all over the country are starting their summer jobs. For many, this is their first exposure to a job in the legal field, and the differences between learning the law and practicing the law are rapidly becoming apparent. So what do law schools teach students, and how is it different from what attorneys do in practice? More importantly, if the study and the practice of law are so different why do students spend three years in school before entering the workforce, only to begin their education anew? The answer is simple, law school teaches a student “how to think like a lawyer,” and the ability to grasp this foundational concept is paramount to the practice of law.

Initially, the study of law in America was trade based. The process involved finding a mentor and working as an apprentice for up to seven years. There was no formal education involved, but the mentor was expected to provide the apprentice with “assignments,” such as reading relevant legal precedent and writing legal briefs. As formal education evolved, however, so too did legal education. Beginning in the mid-1800’s students began attending universities to learn legal theory. After completing their education students turned to their employers to learn the practical skills necessary to be successful attorneys. While law schools today offer more practical curriculum (such as clinics, externships, and legal writing classes) than ever before, the focus of legal education remains the same: teaching students how to think like lawyers.

Learning “how to think like a lawyer” is rough work. To begin, it requires reading piles and piles (and piles and piles and piles) of cases. Law students, especially first year law students, routinely spend up to 40 hours per week preparing for classes. When they are not reading, law students attend classes. Most law school classes are taught using the Socratic Method. (A process which involves a professor asking a student a series of questions about increasingly complex and ever changing fact patterns in order assist the student in applying the law they have learned. If you have never heard of the Socratic Method you can learn more from watching classic law school thrillers like The Paper Chase.) Fortunately, most modern professors use a modified version of the Socratic Method which includes some lecture and some time for questions from students. Nevertheless, it is understood that at any given time the professor may turn to a student and begin grilling her on what she learned from the reading. Each class concludes with a final exam. The classic final exam asks students to respond to hypothetical fact patterns in essay form. The goal is to read the fact pattern, spot the legal issues, and apply the law learned throughout the semester to the facts. Thus, at the conclusion of law school a student understands how to “think like a lawyer,” because she has learned: how to read the law; how to discuss the law; and how to apply the law to a set of facts.

Learning to think like a lawyer provides the foundation to practice law in three ways. First, having spent three years studying the law a new lawyer knows how to dive into a legal text without feeling intimidated and without taking two hours to read a seven page case. Second, in light of all their time spent discussing the law (in a highly stressful environment), a new attorney knows a great deal about communicating regarding legal issues; attorneys refer to this type of communication as advocacy. Finally, by learning how the law applies differently depending on the facts a new attorney has developed the logic and reasoning skills imperative to the practice of law. However, these things are simply the foundation of practicing law. In practice, (most) attorneys don’t spend hours reading cases and discussing them, and they certainly do not have time to assess hypothetical situations in order to reveal the minute differences in a given area of law. This is where law firm training comes into play.

After a student has learned how to think like a lawyer in law school she learns how to practice law at a law firm. In practice an attorney’s day to day tasks vary greatly depending on the type of law they practice. There are so many different types of law that it would be impossible to learn the ins and outs of each particularized area of practice in school. Accordingly, new attorneys entering private practice learn these skills from the attorneys they work with. This process is strikingly similar to the mentor process that predates American legal education. For example, as an intern at The Wladis Law Firm this summer I have read a variety of contracts and observed numerous real estate transactions. The training is meant to help me learn how to write contracts and participate in real estate transactions, but it is important that I observe seasoned attorneys first because, despite having completed two years of law school, I have not yet learned how to practice the law.

For a number of years there has been a great deal of debate regarding whether law students learn enough practical skills in law school. Part of this debate stems from the fact that new lawyers are not very productive; in fact, it can take a year or more of training at a firm before a lawyer begins to generate a work product that is profitable. However, learning how to think like a lawyer has to come first. It is this training that prepares an attorney to enter the legal world with a basic understanding of the logic and reasoning skills required to practice law. Further, it is only through the rigor of legal education that a student learns the answer to every legal question imaginable, “it depends.”

I love a good list, don’t you? I particularly enjoy that sense of satisfaction when I am able to cross something off my list – and fully admit that there are some days when I just need to add little things to the list just so I can feel that accomplishment. Yes, “pack lunches”, that’s done.

We’re about to roll into the Memorial Day holiday weekend, so here is a list just for you, a quick read so you can cross “read the list” off your list. Following are some key new laws that have taken effect here in New York in 2017

Assistance for the Heroin and Opioid Addiction Epidemic. Four new laws are now in effect, eliminating the need for prior authorization for inpatient treatment, requiring insurers to cover reversal medications (like Naloxone) and also removing prior authorization for emergency medications, and making treatment criteria consistent. https://www.nysenate.gov/legislation/bills/2015/S8139

Ms. Granzow holds a JD from the Syracuse University College of Law. Her practice is concentrated in the areas of business and corporate law, real estate, economic development, and government relations, with an emphasis on grants and public funding.

No doubt you have heard someone who did an act of kindness say that they got more out of it than the person they helped. It’s not just a feel-good statement intended to deflect attention away from the helper. There are concrete benefits to volunteering in your community that go well beyond the assistance to people and pets in need. When you give of your time and expertise, the rewards are rich.

Being a volunteer is a great way to become engaged in your local community and build a strong network. You will meet others who share similar interests, and have the opportunity to develop relationships with them that will be helpful outside of the volunteer setting. It’s a resume builder, and it helps you build your business.

Volunteering gives you a chance to learn new things, contributing to your growth and development on both a personal and professional level. You might learn the right way to pound a nail from Habitat for Humanity, or how to care for a rescue dog from Helping Hounds. You might also learn how to fundraise, how to plan special events and meetings, and how to build support for important projects. These are all skills that are transferable to other areas of your life.

When you volunteer for an organization, you get a chance to really spread your wings. You can try out new activities and interests, and in the process, you might discover something that really makes your heart sing.

Last but certainly not least, being a volunteer will bring you joy and happiness. It really, truly does make you feel good to be part of something that is bigger than you, something that makes life better for others and improves your community.

Now more than ever, we live in a world where acts of kindness are especially needed. If you are looking for ways to get involved, here are a few suggestions for groups that are near and dear to us, and that can use your helping hands.

Ms. Granzow holds a JD from the Syracuse University College of Law. Her practice is concentrated in the areas of business and corporate law, real estate, economic development, and government relations, with an emphasis on grants and public funding.

Sometimes in the depths of the long, long winter, it’s difficult to find the motivation to do anything but camp out under the covers in front of the TV…or, in these modern times, in front of our mobile phones. As Jack Frost nips at our nose, the struggle to call an official hiatus on screen-time is real. As much as technology makes our lives safer, easier, and more connected – it can also create a constant sense of urgency, rob our time, and give us a false sense of meaning.

With the holiday season upon us, it is perhaps more poignant now than ever, to be present. It is vital to build memories and create moments with those that you love. Even in our complex modern world, we see a resurgence of simpler pastimes – a look at the exploding board game market, adult coloring books, or the increase in camping (even glamping!) are proof of this. In fact, this past October, New York announced that its State Park campgrounds set a new record for attendance for the fifth consecutive year. Our beautiful area of the country offers the outdoor enthusiast (and the not-so-enthusiastic) a myriad of opportunities to enjoy the great outdoors. As winter comes into full play, Mother Nature beckons us on snowy adventures, with ample locations for sledding, skiing, snowshoeing, and snowmobiling. Outfitters throughout the state can satisfy even the most adventurous outdoor extremist with fat tire snow biking and ice climbing ever gaining popularity. We are so fortunate to have all of this as our backyard playground. These are the kind of memories that make up a lifetime.

Even on the coldest winter day when it’s impossible to get outside, there are plenty of things to do in the comfort of your own home. Make hot chocolate, build a pillow fort, bake cookies, or read a book. A quick Google search or Pinterest session rewards you with multiple lists on how to engage and entertain your children on snow days. Keeping it simple remains the key – coloring, crafting, or even sewing can easily become the highlight of a child’s day. It is likely that the very thing needed to make your child happy, is more time with you.

As we grow more winter-weary, we must remind ourselves of how we occupy our days. As we connect more to each other, through meaningful action, we will find that the weather is not so all-important. This season gives us the amazing opportunity to spend more time on our relationships by forcing us out of our comfort zones – the routines we are used to. Most of the year, we are conditioned to having the ability and accessibility to do almost anything, while instead, winter lays a heavy blanket on our go-go-go lifestyles. Make these days as purposeful as others. With a bit of creativity and a sense of adventure, you can find a way to make the coldest time of the year a little warmer.

Mr. Wladis, founder of the firm, holds both a JD and an LLM in taxation from the Syracuse University College of Law. His practice is concentrated in the areas of business and corporate law, taxation, economic development, and government relations, and he represents individuals and entities across New York State. He serves as chairman of the board of directors of Success by 6 and has served on the boards of directors of a number of other local organizations.

As the year winds to a close (or, let’s be honest, steamrolls toward December 31) and we take time to appreciate and give thanks for our many blessings, our thoughts inevitably turn to those in need. Of course, part of the reason for that is the barrage of phone calls, email and snail mail solicitations from organizations hoping to be included in our annual charitable giving. Whoever said that it is better to give than to receive was right. For so many of us, our needs are met and we are able to focus instead on our wants. Lucky us. Seriously. Wouldn’t it feel better to help make a difference in the life of someone who really needs it instead of getting another trinket you don’t need and will discard when the next big thing comes along?

Altruism is fantastic, we are big fans here. We like to give with our whole hearts and we love it when you do, too. We are also big fans of being smart about where we make our charitable donations, and we don’t hate the idea of getting a break on our income taxes in consideration of our largesse. Or smaller-gesse, as the case may be. As you make your plan for giving, to take advantage of that deduction, you need to itemize on your income tax return and you need to be sure that the group to which you donate is a qualified exempt organization. The IRS has a great tool that allows you to check whether a group has exempt status. Just because an organization may be a not for profit corporation doesn’t mean that your donation to it is tax exempt – it must be an exempt organization that has applied for and received 501(c)(3) exempt status. Note, though, that most (not all) churches, synagogues, mosques and other places of worship are generally exempt even though they may not always be searchable with the IRS’ tool. Your donations to non-exempt organizations will also no doubt make an impact in helping those groups achieve their missions, you just won’t be able to deduct the gift on your tax return.

Since we are talking about taxes, your tax benefit can be twofold if you make a donation of appreciated assets to an exempt organization. Not only will you have a charitable deduction in the amount of the value of the gift, but you can also avoid capital gains tax. Twice as nice!

Before you make your donation, you may want to do a little homework first. Are you making your donation to the correct entity? There are many similar named groups out there, and you should take the time to be sure that when you write your check, it’s really going to who you intend to support. You should also take a few minutes to background check the group to see how much of every dollar donated actually goes toward funding the charitable mission. You can look up online to see how a group stacks up, and how well it is rated in the charitable giving world. If you want to support a particular cause, you can do a little research to see which group will allow your donation to make the maximum impact for the cause and not as much for the administration of the organization itself.

In terms of record keeping, be sure to get a receipt for your donation. If you have automated the process through payroll deduction or other mechanism, make sure you get documentation to prove the total of your contributions for the year. While you can’t get (tax) credit for your time spent volunteering, you can deduct your expenses associated with volunteering – mileage, tolls, parking, things like that.

While it’s the year-end that has us thinking about charitable giving today, we hope that you will make a promise to support an organization that is near and dear to your heart and that you will show it love all year long. Get out in your community, look around, see a need and address it. Next week, our firm will distribute thousands hats and pairs of gloves to children in the Syracuse City School District, carrying on what is now a twenty-year tradition originally begun by our beloved and missed mentor, George Wladis. When you make a commitment and stick with it, maybe, just maybe, your heart will grow three sizes.

Ms. Granzow holds a JD from the Syracuse University College of Law. Her practice is concentrated in the areas of business and corporate law, real estate, economic development, and government relations, with an emphasis on grants and public funding.